Exhibit 31.2

                  CERTIFICATION OF CHIEF FINANCIAL OFFICER PER
                      SECTION 302 OF THE SARBANES-OXLEY ACT


I, John Chen, certify that:

1.       I have  reviewed  this annual  report on Form  10-KSB of General  Steel
         Holdings, Inc.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       Designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         b)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  and  presented in this annual report
                  our  conclusions  about the  effectiveness  of the  disclosure
                  controls and  procedures,  as of the end of the period covered
                  by this report based on such evaluation;

         c)       Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent  fiscal   quarter  that  has
                  materially  affected,  or is  reasonably  likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a)       All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which could  reasonably  likely to adversely  affect
                  the  registrant's  ability to record,  process,  summarize and
                  report financial information; and

         b)       Any fraud,  whether or not material,  that involves management
                  or  other   employeeswho   have  a  significant  role  in  the
                  registrant's internal controls.

Date:  March 31, 2005                                     /s/  John Chen
                                                         -----------------------
                                                         John Chen
                                                         Chief Financial Officer